AMENDMENT TO SEVERANCE PROTECTION AGREEMENT

EXHIBIT 10.1





AMENDMENT TO SEVERANCE PROTECTION AGREEMENT



This Amendment (this “Amendment”) to the Severance Protection Agreement, dated as of August 7, 2013 (the “Severance Protection Agreement”), by and between Xxxxxx Oil Corporation (the “Company”) and Xxxxx X. Xxxxxxx (“Executive”), is entered into as of February 5, 2019. Unless otherwise indicated, capitalized terms used in this Amendment shall have the meanings as set forth in the Severance Protection Agreement.  



W I T N E S E T H:

WHEREAS, the Company and the Executive desire to amend the Severance Protection Agreement as set forth herein;



NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



1. Item (i) of the definition of “Good Reason” in Section 15 of the Severance Protection Agreement is replaced in its entirety with the following:



“(i) a material reduction in Executive’s base salary, annual bonus opportunity or long-term incentive award opportunity,”



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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has executed this Amendment, in each case, as of the date first above written.



XXXXXX OIL CORPORATION
By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Executive Vice President & General Counsel



EXECUTIVE
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx